Terms of Service

1. Agreement to These Terms

These Terms of Service govern the use of this website and the professional services provided by Hong Kong Ho Yau Chien Trading Limited. By browsing this website, sending an enquiry or engaging us to perform work, you agree to be bound by these terms to the extent they apply to that activity. The operating company is Hong Kong Ho Yau Chien Trading Limited, registered at Rm 9042 9/F CHUNG MEI CTR BLK B, 15-17 HING YIP ST, Kwun Tong, Hong Kong (HK). The developer name associated with the preparation of these terms is HoYauChien Trade.

Where a signed statement of work, master services agreement or similar document exists between you and Hong Kong Ho Yau Chien Trading Limited, that document takes precedence over these terms if the two conflict. These terms fill the gaps that a specific contract does not address, and they describe the baseline expectations that apply to every engagement.

If you do not accept these terms, please do not use this website and do not engage our services. If you are agreeing on behalf of an organisation, you confirm that you have authority to bind that organisation to these terms.

2. Definitions

In these terms, the following words carry the meanings given below. Plain language is used wherever possible, and a term defined here keeps the same meaning throughout the document.

• Company means Hong Kong Ho Yau Chien Trading Limited.
• Client means the organisation or person that engages the Company to provide services.
• Services means the systems integration, software engineering, cloud, data, security and support work described on this website or in a statement of work.
• Deliverable means a document, system, configuration or other item that the Company produces for the Client under an engagement.
• Statement of Work means a written description of a specific engagement, including its scope, schedule and fees.
• Confidential Information means non public information disclosed by one party to the other in connection with an engagement.
• Client Environment means the systems, accounts, platforms and data that the Client owns or controls.

3. Our Services

The Company provides computer integrated systems design and related professional services. These include systems integration programmes, custom software engineering, cloud infrastructure design, data platform engineering, cybersecurity assessment and managed IT support. The exact scope of any engagement is always set out in writing before work begins, so that both parties share the same understanding of what will be delivered.

We perform our services with the reasonable skill and care expected of an experienced professional services firm. We do not guarantee any particular commercial outcome, because outcomes depend on factors outside our control such as the state of the Client Environment, the cooperation of third party suppliers and decisions taken by the Client.

Where we recommend a course of action, the Client remains responsible for the decision to adopt it. We will explain the reasoning behind a recommendation, including the trade offs and the risks, so that the decision is informed.

4. Proposals and Statements of Work

A proposal issued by the Company is an invitation to discuss, not a binding offer, unless it expressly states otherwise. An engagement begins only when a statement of work is signed by both parties or when the Client issues a written acceptance and the Company confirms it in writing.

Each statement of work identifies the scope, the deliverables, the assumptions, the schedule, the fees and the named contacts on both sides. Assumptions are recorded deliberately, because a discovery that reveals a different underlying state may require a change to the plan.

Where no formal statement of work exists, for example for a small advisory task, the correspondence that records the request and the Company confirmation forms the agreement, and these terms apply to it.

5. Client Obligations

The Client agrees to provide the cooperation that a professional engagement requires. Without it, a project can be delayed or a deliverable can be compromised, and neither party benefits from that outcome.

• Provide timely access to systems, documentation and personnel as reasonably required.
• Name an owner who is authorised to make decisions about scope and acceptance.
• Supply accurate information about the Client Environment, including known defects and constraints.
• Obtain any consents or licences needed for the Company to access third party platforms.
• Maintain lawful use of the systems and data involved in the engagement.
• Review deliverables within the period stated in the statement of work.

Where the Client fails to meet an obligation and that failure causes a delay, the schedule is adjusted accordingly and any additional effort is treated as a change under the change control process.

6. Fees and Payment

Fees are set out in the statement of work and may be expressed as a fixed price, a time and materials rate or a recurring support charge. Unless stated otherwise, fees are exclusive of taxes, travel and third party costs, which are charged at cost with reasonable evidence.

Invoices are payable within the period stated on the invoice, and where no period is stated the default is thirty days from the invoice date. Overdue amounts may attract interest at a reasonable commercial rate, and the Company may suspend work if an undisputed invoice remains unpaid after a written reminder.

Where an engagement is terminated early, the Client pays for work performed and for commitments already made up to the effective date of termination. Prepaid amounts for work not yet performed are refunded on a pro rata basis, less any non cancellable third party commitments.

7. Changes to Scope

Good engineering work adapts to what discovery reveals, but unmanaged change is how projects fail. Any request that alters scope, schedule, deliverables or fees is handled through a written change control process.

A change request describes what is being asked, why it is needed and what effect it is expected to have on the plan. The Company responds with an assessment covering effort, cost, risk and any effect on other commitments. Work on a change begins only after both parties confirm it in writing.

Where a change is small and clearly within the spirit of the original statement of work, the parties may record it in correspondence rather than in a formal change note, provided the record is clear about what was agreed.

8. Delivery and Acceptance

Deliverables are provided in the manner and format stated in the statement of work. Where an engagement runs in increments, each increment is presented for review together with its tests and a change note.

Acceptance occurs when the Client confirms in writing that a deliverable meets the agreed criteria, or when the review period stated in the statement of work expires without a written notice of defect. Where a defect is reported within that period, the Company corrects it promptly and resubmits the deliverable for review.

Acceptance does not relieve the Company of its obligation to fix defects that are later found to result from work that did not meet the agreed standard, subject to the warranty period and the limitations set out in this document.

9. Intellectual Property

Each party keeps the intellectual property it already owned before an engagement. Nothing in these terms transfers pre existing rights from one party to the other.

On full payment of the fees for an engagement, the Company assigns to the Client the rights in the custom deliverables created specifically for that Client, excluding the Company background materials described below. The Client may use, modify and maintain those deliverables without further payment.

The Company retains ownership of its background materials, including reusable frameworks, libraries, tooling, templates and general know how that it developed independently of the engagement. Where a deliverable incorporates background materials, the Company grants the Client a non exclusive, perpetual licence to use them as part of the deliverable. This arrangement protects the Client while allowing the Company to keep improving the tools it brings to every project.

10. Third Party Components

Deliverables may include open source or commercial components supplied by third parties. Such components are governed by their own licences, and the Client agrees to comply with those terms. The Company identifies material third party components and their licence conditions in the handover documentation.

Third party platforms such as cloud providers, software vendors and telecommunications carriers are outside the Company control. The Company is not responsible for their performance, availability, pricing or security practice, although it will use reasonable efforts to advise the Client on risks and to help resolve supplier issues.

Where a supplier changes its terms in a way that affects an engagement, the parties will discuss the effect and agree a response, which may involve a change request.

11. Confidentiality

Each party may receive non public information from the other in the course of an engagement. Each party agrees to protect that information with at least reasonable care, to use it only for the purposes of the engagement and to disclose it only to those team members and advisers who need it and who are bound by confidentiality obligations.

Confidential Information does not include information that is already public, that the receiving party already knew without an obligation of confidence, that is lawfully obtained from another source, or that is independently developed without reference to the disclosed information.

Where a party is required by law or by a competent authority to disclose Confidential Information, it will, where lawfully permitted, notify the other party in advance so that protective steps can be considered. These obligations survive the end of an engagement for a reasonable period.

12. Data Protection

Where the Company processes personal information in the course of an engagement, it does so in accordance with its Privacy Policy and with the written instructions of the Client where the Client is the controller of that information.

The Company will implement appropriate technical and organisational measures to protect personal information, will ensure that personnel who access it are bound by confidentiality, and will assist the Client in responding to requests from individuals where the Client is the controller. The Company will notify the Client promptly if it becomes aware of an incident affecting personal information processed on the Client behalf.

Where a region specific data protection agreement, processing addendum or standard contractual clause is required, the parties will execute it separately and it will form part of the agreement between them.

13. Warranties

The Company warrants that it has the skill, experience and authority to perform the services described in a statement of work, and that it will perform those services with reasonable skill and care in accordance with good industry practice.

The Company further warrants that deliverables created specifically for the Client will, for ninety days after acceptance, materially conform to the specification agreed in the statement of work. Where a deliverable fails to meet that standard, the Company will, as the Client primary remedy, correct the defect at no additional charge.

Except as expressly stated in this section, the Company gives no other warranties, whether express or implied, including any implied warranty of merchantability or fitness for a particular purpose. The Client acknowledges that software and integrated systems can never be proven entirely free of defect.

14. Limitation of Liability

Nothing in these terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that the law does not permit to be excluded.

Subject to that, the total aggregate liability of the Company arising out of or in connection with an engagement is limited to the total fees paid by the Client to the Company under the relevant statement of work during the twelve months preceding the event that gave rise to the claim.

Subject to the first paragraph of this section, the Company is not liable for indirect or consequential loss, for loss of profit, revenue, business or anticipated savings, for loss or corruption of data where adequate backups were not maintained by the Client, or for any loss caused by a third party platform that the Company does not control. These limitations reflect the commercial balance of the engagement and the fees charged for it.

15. Indemnity

The Client agrees to indemnify the Company against claims, losses and reasonable costs that arise from the Client Environment, from data or materials supplied by the Client, from the Client use of a deliverable in a manner that was not disclosed to the Company, or from the Client breach of these terms.

The Company agrees to indemnify the Client against claims that a deliverable created specifically for the Client infringes the intellectual property rights of a third party, provided that the Client promptly notifies the Company of the claim, allows the Company to control the defence and provides reasonable cooperation.

Where an infringement claim arises from materials supplied by the Client, from a modification made without the Company agreement, or from the combination of a deliverable with items the Company did not supply, the Company indemnity does not apply.

16. Term and Termination

An engagement continues for the period stated in the statement of work, or until the work is completed and accepted. Either party may terminate an engagement for convenience on thirty days written notice, in which case the Client pays for work performed up to the effective date.

Either party may terminate immediately by written notice if the other party commits a material breach that is not remedied within fourteen days of a written request to do so, or if the other party becomes insolvent, enters administration or ceases to trade.

On termination, the Company hands over work in progress, documentation and any Client materials in its possession, provided that undisputed invoices have been paid. Clauses that by their nature should survive termination, including confidentiality, intellectual property, limitation of liability and governing law, continue to apply.

17. Force Majeure

Neither party is liable for a failure or delay in performance caused by an event beyond its reasonable control, including natural disaster, severe weather, epidemic, war, civil disorder, industrial action, failure of a public utility or widespread failure of internet or cloud infrastructure.

The affected party will notify the other promptly, will use reasonable efforts to reduce the effect of the event and will resume performance as soon as it is able. If the event continues for a prolonged period, either party may terminate the affected engagement on written notice without liability for the unperformed portion.

Force majeure does not excuse a payment obligation that arose before the event began.

18. Acceptable Use of This Website

This website is provided for information about the Company and its services. You agree to use it lawfully and not to attempt to interfere with its operation, gain unauthorised access to any part of it, or use automated means to copy its content at a scale that degrades the service for others.

The content of this website is provided as general information. It does not constitute technical, legal, financial or professional advice, and it should not be relied upon as a substitute for a written engagement that considers your specific circumstances.

We may update, suspend or withdraw any part of this website at any time. We do not warrant that the website will always be available or free of error, although we take reasonable steps to keep it working correctly.

19. Governing Law and Disputes

These terms and any engagement to which they apply are governed by the laws of the Hong Kong Special Administrative Region. The parties submit to the non exclusive jurisdiction of the Hong Kong courts, without prejudice to the Company right to seek enforcement of a judgment or an injunction in any other competent jurisdiction.

Before beginning formal proceedings, the parties agree to attempt to resolve a dispute in good faith through discussion between senior representatives. Where that discussion does not resolve the matter within a reasonable period, the parties may refer the dispute to mediation by a mutually acceptable mediator before resorting to litigation.

Nothing in this section prevents either party from seeking urgent interim relief from a court where that is necessary to protect its rights.

20. General Provisions

These terms, together with any applicable statement of work, form the entire agreement between the parties on the subjects they cover and replace any earlier understanding on those subjects.

If a provision of these terms is found to be invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions continue in full force.

A failure by either party to enforce a provision on one occasion is not a waiver of that provision or of any other. Neither party may assign its rights or obligations without the written consent of the other, except to an affiliated company or in connection with a merger or sale of substantially all its assets.

Notices under these terms must be in writing and sent to the email address or postal address most recently provided by the recipient. A notice sent by email is treated as received on the next business day, and a notice sent by post is treated as received five business days after dispatch.

Where these terms are translated, the English version prevails.

21. How to Contact Us

For any question about these terms, a statement of work or an engagement, please contact us. A short written note setting out the issue helps us respond usefully and quickly.

Hong Kong Ho Yau Chien Trading Limited
Rm 9042 9/F CHUNG MEI CTR BLK B, 15-17 HING YIP ST, Kwun Tong, Hong Kong (HK)
Email: info@eduway.lol
Telephone: +16414363407